Delaware is the leading US state for company formation, administered by the Delaware Division of Corporations under the General Corporation Law (for corporations) and the Limited Liability Company Act (for LLCs). It is the default home for venture-backed technology and fintech startups because of its predictable corporate law and the specialist Court of Chancery; Delaware corporate income tax depends on a company's activities and applicable sourcing rules.
Startups raising venture capital typically incorporate as a C-corporation under the General Corporation Law, while founder-operated businesses often use the limited liability company ("LLC") under the Limited Liability Company Act. A limited partnership is also available; a foreign parent more commonly forms a Delaware subsidiary than a branch.
There is no minimum capital, and no residency requirement for directors, officers, members, or shareholders, but every entity must appoint a registered agent with a physical Delaware address. A corporation files a Certificate of Incorporation (from $109) and an LLC files a Certificate of Formation ($110) with the Division of Corporations. Standard processing takes several business days, with same-day and even one-hour expedited options for additional fees.
Delaware corporate income tax depends on activities and applicable sourcing rules, and there is no state sales tax. Federal corporate income tax of 21% applies to C-corporations, with the Internal Revenue Service ("IRS") as the federal authority; federal LLC classification depends on ownership and elections. Federal taxes and the LLC annual tax remain separate obligations. Corporations file an annual report and pay franchise tax of at least $175 (plus a $50 report fee) by 1 March. Delaware LLCs pay a $400 annual tax for the 2026 tax year, ordinarily due on 1 June of the following year; earlier cancellation can accelerate payment. Registered-agent and professional charges are additional. Delaware LLCs do not file an annual franchise-tax report with the Division of Corporations. Entities created under US state law are exempt from Corporate Transparency Act beneficial-ownership reporting under FinCEN's final rule effective 14 August 2026. That exemption does not remove tax information reporting, bank due diligence, registered-agent requirements or other legally required ownership disclosures. Delaware maintains no public beneficial-owner register.